Pablo Castanos
Golden MineralsAbout Pablo Castanos
Pablo Castanos, age 53, is President and Chief Executive Officer of Golden Minerals Company (AUMN) and serves on the board of directors (appointed to the board in June 2025). He joined AUMN as Executive Vice President on July 1, 2023 and was appointed CEO on June 15, 2024 . Castanos holds a BA in Economics and an MBA in finance from Gabriela Mistral University in Santiago, Chile; he also attended a joint graduate program with MIT for his MBA, with honors . Company-reported pay-versus-performance shows cumulative TSR value of a hypothetical $100 investment declining to $0.47 in 2024 from $2.74 in 2023 and $35.53 in 2022; GAAP net income in 2024 was –$7.6 million (AUMN notes GAAP net income is not used in compensation metrics) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Golden Minerals Company | President & CEO; Director | CEO: Jun 2024–present; Director: since Jun 2025 | Leadership transition; focus on overhead cost reduction and value generation per board statement |
| Golden Minerals Company | Executive Vice President | Jul 2023–Jun 2024 | Senior leadership return; prepared for CEO succession |
| Goldcorp Inc. (now Newmont) | Director, Environmental Compliance; VP, Corporate Social Responsibility | 2013–2016 | ESG leadership and compliance in global mining |
| Golden Minerals Company | Director/Vice President, Corporate Affairs | 2009–2013 | Corporate affairs, strategic planning, government engagement |
| Apex Silver Mines | Director, Investor Relations | 2007–2009 | Investor relations for predecessor company |
| Minera San Cristóbal (Bolivia) | Corporate Manager | 2004–2007 | Corporate management at a large silver, zinc and lead mine |
External Roles
No other public-company directorships or external board roles disclosed for Castanos .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 150,000 | 300,000 |
| Target Bonus (%) | 50% (EVP appointment terms) | 70% (as of Dec 31, 2024) |
| Actual Bonus Paid ($) | — (none) | — (none) |
| All Other Compensation ($) | 6,419 | 12,838 |
| Total Reported Compensation ($) | 221,219 | 476,838 |
Performance Compensation
| Award Type | Grant Date | Units/Shares | Grant-date Fair Value ($) | Vesting Schedule | Change-of-Control Treatment |
|---|---|---|---|---|---|
| RSU | Jul 1, 2023 | 40,000 | 64,800 | 50% on each of the first two anniversaries of grant | RSUs fully accelerate on change of control |
| RSU | Jun 18, 2024 | 400,000 | 164,000 | 50% on first and second anniversaries of grant | RSUs fully accelerate on change of control |
| Options | N/A | — | — | None reported | — |
Notes:
- AUMN states net income is not a compensation performance metric; no specific bonus performance metrics were disclosed in the proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 20,000 shares/RSUs; less than 1% of outstanding |
| Breakdown (12/31/2024) | 20,000 RSUs from 2023 grant; market value $1,800 at $0.09/share; 400,000 RSUs from 2024 grant; market value $36,000 at $0.09/share |
| Options (Exercisable/Unexercisable) | None |
| Acceleration Provisions | RSUs and restricted stock fully vest upon change of control; options (if any) fully vest |
| Insider Trading / Hedging | Insider trading policy referenced to 2024 10-K Item 408(b) (details incorporated by reference) |
Employment Terms
| Scenario | Key Economics |
|---|---|
| Termination without Cause (not in connection with CoC) | Lump sum equal to current annual salary ($300,000), COBRA differential for 12 months ($26,262), target bonus prorated through termination, and vesting of unvested RSUs; estimated total $574,062 (based on 12/31/2024 valuations) |
| Change of Control (CoC) + Qualifying Termination (double-trigger for severance) | 2x base salary ($600,000), 2x target bonus ($420,000), COBRA up to 24 months ($52,524), other insurance benefits ($5,000), outplacement ($10,000), RSUs value ($37,800); legal fee reimbursement and excise tax gross-up if Section 4999 applies; estimated total $1,125,324 (as of 12/31/2024) |
| Equity Acceleration on CoC | RSUs and restricted stock fully accelerate on CoC (single-trigger for equity), even if employment continues |
| Clawback Policy | Adopted in 2023; compliant with SEC Rule 10D-1 and NYSE American Section 811; recoups incentive comp tied to financial reporting measures upon restatement |
Board Governance
- Director since June 2025; not independent (serves as CEO); all other current directors are independent .
- Committees: Audit (Chair: Morano), Compensation (Chair: Morano), Corporate Governance & Nominating (Chair: Friedman); Castanos is not listed as a member of any committee .
- Board activity: 28 meetings held in 2024; each director attended >75% of board and committee meetings .
- Director compensation: Employee-directors (including Castanos) receive no board fees; non-employee director cash retainers were discontinued effective Dec 1, 2024 due to financial condition; prior retainers detailed in proxy .
Compensation Structure Analysis
- Year-over-year shift: Target bonus increased from 50% (EVP, 2023 terminology) to 70% as of Dec 31, 2024 (as CEO), raising at-risk cash pay weighting .
- Equity mix: No options; emphasis on time-vested RSUs with two-year cliff, plus full acceleration on CoC—lower risk versus options and potentially stronger retention until vest dates .
- Change-of-control terms include excise tax gross-up and single-trigger equity vesting—shareholder-unfriendly features that reduce retention risk at transaction close but may increase deal-related payouts .
- Equity plan governance: Evergreen share reserve set to 20% of outstanding under amended/restated 2023 plan; repricing prohibited without shareholder approval; minimum one-year cliff vesting generally required (board can approve exceptions) .
- Burn rate: 0.47% in 2024 under the 2023 Plan; 0.01% in 2023; 0% under 2009 Plan in 2024 .
Investment Implications
- Alignment: Castanos’ equity is primarily RSUs with two-year vesting, creating near-term retention incentives through mid-2025 and mid-2026; single-trigger equity acceleration on CoC can reduce long-term retention value if a transaction occurs .
- Risk flags: CoC severance of 2x salary and 2x target bonus plus excise tax gross-up increases potential change-of-control payout; equity acceleration at CoC may dilute performance linkage and increase deal completion incentives .
- Ownership signal: Beneficial ownership is small (<1%), limiting direct “skin in the game” alignment; however, unvested RSUs provide leverage to equity outcomes over next two years .
- Governance: Non-independence as CEO-director mitigated by independent committee structures; prior director cash fees were curtailed given financial condition, underscoring cost control focus .
- Trading watchouts: TSR deterioration through 2024 and negative GAAP net income, combined with enhanced evergreen equity capacity (20% of outstanding), point to potential dilution risk and event-driven dynamics around equity grants and any strategic transactions .